Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No.     )*



dMY Technology Group, Inc. II

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)


(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)



The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






CUSIP NO. 233277201   Page 2 of 6





Names of reporting persons


Granahan Investment Management, Inc.


Check the appropriate box if a member of a group*

(a)  ☐        (b)  ☐



SEC use only



Citizenship or place of organization



Number of



owned by






Sole voting power




Shared voting power




Sole dispositive power




Shared dispositive power




Aggregate amount beneficially owned by each reporting person




Check if the aggregate amount in Row (9) excludes certain shares     ☐



Percent of class represented by amount in Row 9




Type of reporting person





Reflects 27,600,000 shares of Class A common stock outstanding as of November 16, 2020, as reported by dMY Technology Group, Inc. II in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2020.



CUSIP No. 233277201   Page 3 of 6




Item 1(a).

Name of Issuer:



dMY Technology Group, Inc. II


Item 1(b).

Address of Issuer’s Principal Executive Offices:



1180 North Town Center Drive, Suite 100


Las Vegas, NV 89144


Item 2(a).

Name of Person Filing:



Granahan Investment Management, Inc.


Item 2(b).

Address of Principal Business Office or, if None, Residence:



404 Wyman Street, Suite 460


Waltham, MA 02451


Item 2(c).






Item 2(d).

Title of Class of Securities:



Class A Common Stock, $0.0001 par value per share


Item 2(e).






Item 3.

If This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:


(a)       Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)       Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)       Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)       Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)       An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);



CUSIP No. 233277201   Page 4 of 6




(g)       A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)       A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)       Group, in accordance with § 240.13d-1(b)(1)(ii)(K).


Item 4.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.



Amount beneficially owned: 3,436,892



Percent of class: 12.5%



Number of shares as to which the person has:



sole power to vote or to direct the vote: 2,568,272



shared power to vote or to direct the vote: 0



sole power to dispose or to direct the disposition of: 3,436,892



shared power to dispose or to direct the disposition of: 0


Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.



CUSIP No. 233277201   Page 5 of 6




Item 6.

Ownership of More than 5 Percent on Behalf of Another Person



Not Applicable


Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person



Not Applicable


Item 8.

Identification and Classification of Members of the Group



Not Applicable


Item 9.

Notice of Dissolution of Group



Not Applicable


Item 10.


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.



CUSIP No. 233277201   Page 6 of 6





After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: January 11, 2021       By:  

/s/ Jane M. White


Jane M. White, President and CEO